Common use of Resignation of Escrow Agent Clause in Contracts

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Escrow Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the IssuerIssuer and the Exchange. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow AgentAgent and the Exchange. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter Exchange and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Escrow Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file fie a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securitiesExchange.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will may apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Escrow Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will may apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the IssuerIssuer and the Exchange. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow AgentAgent and the Exchange. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter Exchange and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Escrow Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 9 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the IssuerIssuer and the Exchange. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow AgentAgent and the Exchange. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter Exchange and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 9 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “"resignation or termination date”"), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s 's expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Escrow Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the IssuerIssuer and the Exchange. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow AgentAgent and the Exchange. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter Exchange and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow ▇▇▇▇▇▇ Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file fie a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securitiesExchange.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agentagent under this Agreement, the Escrow Agent will must give written notice in writing to the Issuer. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) Company. The resignation or termination of the Escrow Agent will shall be effective, effective and the Escrow Agent will shall cease to be bound by this Agreement, Agreement on the date that is 60 days after the date of receipt of the notices notice referred to above by the Escrow Agent or Issuer, as applicable, in subsection 5.1 or on such other date as the Escrow Agent and are the Issuer Company may agree upon (the “resignation or termination dateResignation Date”). Following receipt of the notice referred to in subsection 5.1 and before the Resignation Date, provided that the resignation Company will provide the Escrow Agent with written instructions to deliver any Purchase Funds then held by the Escrow Agent pursuant to this Agreement to a third party, to be held on the terms and conditions of this Agreement or termination date will not be less than 10 business days before a release date. (5) otherwise as the Company and the Shareholders may agree. If the Issuer has Company does not appointed appoint a successor escrow agent new Escrow Agent within 60 50 days of receipt of the resignation notice in subsection 5.1, then the Company will have the right to designate the registrar and transfer agent for the Company (if such person is not the Escrow Agent) as the person to replace the Escrow Agent and the Company shall instruct the Escrow Agent of its designation prior to the Resignation Date. If the Escrow Agent does not receive the instructions referred to in subsection 5.3 on or termination datebefore the Resignation Date, the Escrow Agent will apply, at deliver any Purchase Funds then held in escrow under this Agreement to the Issuer’s expense, registrar and transfer agent for the Company (if such person is not the Escrow Agent) with instructions to hold such documents on the terms and conditions of this Agreement. The effect of the delivery of any Purchase Funds then held in escrow to a court third party or the registrar and transfer agent of competent jurisdiction for the appointment of a successor escrow agent, Company under subsection 5.3 or 5.4 will be to appoint the third party or the registrar and transfer agent as Escrow Agent under this Agreement and the duties third party or the registrar and responsibilities transfer agent will be entitled to all the rights of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this sectionAgreement, and the Company will be bound by the appointment and by this Agreement as if the third party or the registrar and transfer agent had originally been appointed as Escrow Agent under this Agreement. If, at any time, a dispute arises between any of the Company, the successor ▇▇▇▇▇▇ Shareholders and the Escrow Agent as to the proper interpretation of this Agreement, the Escrow Agent will be vested with the same powers, rights, duties at liberty to deliver any Purchase Funds then held by it in escrow under this Agreement into court and will thereby be released of all further obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to under this Agreement and the predecessor Company and the Shareholders will jointly and severally be liable for and will indemnify the Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result for all fees, charges and expenses of the appointment of the successor Escrow Agent, those changes must not be inconsistent Agent charged on a solicitor and own client basis in connection with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securitiesany such dispute.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇E▇▇▇▇▇ Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter or the CSE and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securitiessecurities or the CSE.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s 's expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

Resignation of Escrow Agent. The Escrow Agent may resign from the performance of its duties hereunder at any time by giving twenty (120) If Business Days’ prior written notice to the Sellers and the Purchaser or may be removed, with or without cause, by the Sellers and the Purchaser, acting jointly, at any time by the giving of seven (7) Business Days’ prior written notice to the Escrow Agent. Such resignation or removal shall take effect upon the appointment of a successor Escrow Agent as provided herein. Upon any such notice of resignation or removal, the Sellers and the Purchaser mutually shall agree upon and appoint a successor Escrow Agent hereunder, which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $1,000,000,000, unless waived by the Sellers and the Purchaser, which shall agree in writing to be bound by the terms of this Deposit Escrow Agreement. Upon the acceptance in writing of any appointment as the Escrow Agent wishes hereunder by a successor Escrow Agent, such successor Escrow Agent shall thereupon succeed to resign and become vested with all the rights, powers, privileges and duties of the retiring Escrow Agent, and the retiring Escrow Agent shall be discharged from its duties and obligations under this Deposit Escrow Agreement, but shall not be discharged from any liability for actions taken as the Escrow Agent hereunder prior to such succession. After any retiring Escrow Agent’s resignation or removal, the provisions of this Deposit Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Escrow Agent under this Deposit Escrow Agreement. If the Sellers and the Purchaser are unable to agree upon a successor escrow agent, the Escrow Agent will give written notice to the Issuer. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, apply to a court of competent jurisdiction for the appointment of a successor escrow agent, agent or for other appropriate relief. The costs and the duties expenses (including attorneys’ fees and responsibilities of expenses) incurred by the Escrow Agent will cease immediately upon in connection with such appointmentproceeding shall be paid 50% by the Sellers and 50% by the Purchaser. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

Resignation of Escrow Agent. (1) If the The Escrow Agent wishes to may resign as escrow agent, from the Escrow Agent will give performance of its duties hereunder at any time by giving thirty (30) days’ prior written notice to the Issuer. Purchaser and the Seller or may be removed, with or without cause, by the Purchaser and the Seller, acting jointly, at any time by the giving of ten (210) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give days’ prior written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the . Such resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree removal shall take effect upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent as provided herein. Upon any such notice of resignation or removal, the Purchaser and the Seller, acting jointly, shall appoint a successor escrow agent hereunder, which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $1 billion, unless otherwise agreed by the Purchaser and the Seller. In the event the Purchaser and the Seller shall fail to appoint a successor escrow agent within thirty (30) days after the resignation or removal of the Escrow Agent, as contemplated hereby, the Escrow Agent may deposit the Escrow Fund into the registry of a court of competent jurisdiction and shall thereupon be discharged from all further duties as Escrow Agent under this Agreement. Upon the acceptance in writing of any appointment as Escrow Agent hereunder by a successor escrow agent, such successor escrow agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Agent, and the duties and responsibilities of the retiring Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Agent will shall be vested with the same powers, rights, discharged from its duties and obligations as if it had been originally named herein under this Agreement, but shall not be discharged from any liability for actions taken as Escrow Agent, without Agent hereunder prior to such succession. After any further assurance, conveyance, act or deed. The predecessor retiring Escrow Agent’s resignation or removal, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 provisions of this Agreement shall inure to its benefit as a result of the appointment of the successor to any actions taken or omitted to be taken by it while it was Escrow Agent, those changes must not be inconsistent with the Policy and the terms of Agent under this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securitiesAgreement.

Resignation of Escrow Agent. The Escrow Agent may, in its sole discretion, resign and be discharged from its duties hereunder at any time by giving thirty (130) If calendar days’ prior written notice of such resignation to the Company and the Dealer Manager. The Company and the Dealer Manager may remove the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer. at any time by giving thirty (230) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give calendar days’ prior written notice to the Escrow Agent. (3) If . Upon such notice, a successor escrow agent shall be appointed by the Company and the Dealer Manager who shall provide written notice of such to the resigning Escrow Agent resigns or is terminated, Agent. Such successor escrow agent shall become the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than escrow agent hereunder upon the resignation or termination removal date by another escrow agent that is acceptable to specified in such notice. If the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer Company and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease Dealer Manager are unable to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 thirty (30) days of the resignation or termination dateafter such notice, the Escrow Agent will applymay, in its sole discretion, deliver the Escrow Property to the Company at the Issuer’s expense, address provided herein or may apply to a court of competent jurisdiction for the appointment of a successor escrow agent, agent or for other appropriate relief. The costs and the duties expenses (including its attorneys’ fees and responsibilities of expenses) incurred by the Escrow Agent will cease immediately upon in connection with such appointment. (6) On any new appointment under this sectionproceeding shall be paid by the Company. Upon receipt of the identity of the successor escrow agent, the successor ▇▇▇▇▇▇ Escrow Agent will be vested with shall either deliver the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses Property then unpaid, will transfer, deliver and pay over held hereunder to the successor Escrow Agent, who will be entitled to receiveless the Escrow Agent’s fees, all securities, records costs and expenses or other property on deposit obligations owed to the Escrow Agent to be paid from any interest earned in respect of the Escrow Property, or hold any interest earned in respect of the Escrow Property (or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations are paid. Upon its resignation and delivery of the Escrow Property as set forth in this Section 9, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the predecessor Escrow Agent in relation to Property or this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow AgentAgreement. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “"resignation or termination date”"), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s 's expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow ▇▇▇▇▇▇ Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow ▇▇▇▇▇▇ Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the IssuerIssuer and the Exchange. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow AgentAgent and the Exchange. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter Exchange and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “"resignation or termination date”"), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s 's expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Escrow Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file fie a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securitiesExchange.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to may resign as escrow agent, and be discharged from the Escrow Agent will give performance of its duties hereunder at any time by giving ten (10) days’ prior written notice to Parent, the Issuer. (2) If Holders and the Issuer wishes Representatives specifying the date when such resignation shall take effect. Upon any such notice of resignation, the Representatives shall jointly issue to terminate Escrow Agent a Joint Written Direction authorizing redelivery of the Escrow Funds to a bank or trust company that has been retained as successor to Escrow Agent as escrow agent, hereunder prior to the Issuer will give written notice effective date of such resignation. The retiring Escrow Agent shall transmit all records pertaining to the Escrow Agent. (3) If the Funds and shall pay all Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable Funds to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and after making copies of such records as the duties and responsibilities of the retiring Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this sectiondeems advisable and after deduction and payment to the retiring Escrow Agent of all fees, the successor ▇▇▇▇▇▇ Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services costs and expenses then unpaid(including court costs and expenses and attorneys' fees) or any other amount payable to, will transferincurred by, deliver and pay over or expected to be incurred by the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor retiring Escrow Agent in relation to this Agreement connection with the performance of its duties and the predecessor Escrow Agent will thereupon be discharged as exercise of its rights hereunder. After any retiring Escrow Agent. (7) If any changes are made to Part 8 ’s resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Escrow Agent under this Agreement. Any corporation or other entity into which Escrow Agent may be merged or converted or with which it may be merged or consolidated, or any other entity to which all or a result majority of the appointment all of the successor Escrow Agent’s escrow business may be transferred by sale of assets or otherwise, those changes must not shall be inconsistent with the Policy and the terms of Escrow Agent under this Agreement and the Issuer to this Agreement will file a copy without further act or consent of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securitiesany party hereto.

Resignation of Escrow Agent. (1) . If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the IssuerIssuer and ▇▇▇▇▇▇▇. (2) . If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer or ▇▇▇▇▇▇▇ respectively will give written notice to the Escrow AgentAgent and the Issuer or ▇▇▇▇▇▇▇ as applicable. (3) . If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter ▇▇▇▇▇▇▇ and that has accepted such appointment, which appointment will be binding on the Issuer Issuer, ▇▇▇▇▇▇▇ and the Securityholders. (4) . The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent Agent, Issuer or Issuer▇▇▇▇▇▇▇, as applicable, or on such other date as the Escrow Agent and Agent, the Issuer and ▇▇▇▇▇▇▇ may agree upon (the “"resignation or termination date”"), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) . If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, ▇▇▇▇▇▇▇ or the Escrow Agent will may apply, at the Issuer’s Issuer 's expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) . On any new appointment under this section, the successor ▇▇▇▇▇▇ Escrow Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) . If any changes are made to Part 8 6 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securitiesinitial public offering.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the IssuerIssuer and the Exchange. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow AgentAgent and the Exchange. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter Exchange and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Escrow Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securitiesExchange.

Resignation of Escrow Agent. The Escrow Agent may resign and be discharged from its duties hereunder at any time by giving thirty (130) If calendar days’ prior written notice of such resignation to the Fund, or immediately upon written notice to comply with any law or regulation with which the Escrow Agent wishes to resign as escrow agent, must comply. The Fund may remove the Escrow Agent will give written notice to the Issuer. at any time by giving thirty (230) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give calendar days’ prior written notice to the Escrow Agent. (3) If . Upon such notice, a successor escrow agent shall be appointed by the Fund who shall provide written notice of such to the resigning Escrow Agent resigns or is terminated, Agent. Such successor escrow agent shall become the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than escrow agent hereunder upon the resignation or termination removal date by another escrow agent that is acceptable to the securities regulators having jurisdiction specified in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) notice. If the Issuer has not appointed Fund is unable to appoint a successor escrow agent within 60 thirty (30) days after a notice of the resignation or termination dateremoval, the Escrow Agent will applymay, in its sole discretion, transfer the Escrow Funds to the Fund at the Issuer’s expenseaccount provided for in Schedule 1, or may apply to a court of competent jurisdiction for the appointment of a successor escrow agent, agent or for other appropriate relief. The costs and the duties expenses (including its attorneys’ fees and responsibilities of expenses) incurred by the Escrow Agent will cease immediately upon in connection with such appointment. (6) On any new appointment under this sectionproceeding shall be paid by the Fund. Upon receipt of the identity of the successor escrow agent, the successor ▇▇▇▇▇▇ Escrow Agent will be vested with shall deliver the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses Funds then unpaid, will transfer, deliver and pay over held hereunder to the successor Escrow Agent, who will less the Escrow Agent’s fees, costs and expenses or other obligations owed to the Escrow Agent. Upon its resignation and delivery of the Escrow Funds as set forth in this Section 8, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the Escrow Funds or this Agreement, provided however, the Escrow Agent shall be entitled to receivethe retain the rights set forth in Sections 7, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement 9 and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 10 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securitiesAgreement.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter Canadian Securities Exchange and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Escrow Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securitiesCanadian Securities Exchange.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the IssuerIssuer and the Exchange. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow AgentAgent and the Exchange. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter Exchange and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Escrow Agent will be vested (as at August 2002) with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securitiesExchange.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Escrow Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the SecurityholdersSecurityholder. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Escrow Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the IssuerIssuer and the Exchange. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow AgentAgent and the Exchange. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter Exchange and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

Resignation of Escrow Agent. (1) 7.1.1 If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer. (2) 7.1.2 If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) 7.1.3 If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) 7.1.4 The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) 7.1.5 If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) 7.1.6 On any new appointment under this section, the successor ▇▇▇▇▇▇ Escrow Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) 7.1.7 If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

Resignation of Escrow Agent. (1) If The Escrow Agent, or any successor, may resign as Escrow Agent hereunder by giving 30 days' written notice thereof to the Company Stockholder and Parent by registered or certified mail. Such resignation shall become effective following such written notice upon the earlier of the appointment by Parent and the Company Stockholder of a successor escrow agent that accepts the appointment and agrees to be bound by the provisions of an agreement substantially similar to this Escrow Agreement or the expiration of 30 days thereafter. Upon the effectiveness of such resignation, all duties hereunder of the Escrow Agent wishes so resigning shall cease, other than the duty to resign as account in accordance with Article VIII. The Company Stockholder and Parent shall have the right to terminate the appointment of the Escrow Agent hereunder by giving written notice thereof to the Escrow Agent, specifying the date upon which such termination shall take effect. A condition precedent to such termination shall be the designation of a successor escrow agent, selected by Parent and the Company Stockholder, that has accepted the appointment and agreed to be bound by the provisions of an escrow agreement substantially similar to this Escrow Agreement. In event of such termination, the Escrow Agent will give written notice shall turn over and deliver to the Issuer. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will applyFund, at and any other sums and the Issuer’s expense, to a court of competent jurisdiction for records and instruments held by it under this Escrow Agreement and render the accounting required by Article VIII. Notwithstanding the appointment of a successor escrow agent, and the duties and responsibilities provisions of Article XVI shall govern with respect to Parent's liability for any fees incurred with respect to the administration of the Escrow Agent will cease immediately upon such appointmentFund or charged by any escrow agent. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the IssuerIssuer and the Exchange. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent.Agent and the Exchange. (as at June 14, 2010) (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter Exchange and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Escrow Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 9 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the IssuerIssuer and the Exchange. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow AgentAgent and the Exchange. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter Exchange and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow ▇▇▇▇▇▇ Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file fie a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.Exchange. FORM 5D ESCROW AGREEMENT Page 14

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound hound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “"resignation or termination date”"), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s 's expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Escrow Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Escrow Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 7 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

Resignation of Escrow Agent. (1) 5.1 If the Escrow Agent wishes to resign as escrow agentagent under this Agreement, the Escrow Agent will must give written notice in writing to the Issuer▇▇▇▇▇▇▇. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) 5.2 The resignation or termination of the Escrow Agent will shall be effective, effective and the Escrow Agent will shall cease to be bound by this Agreement, Agreement on the date that is 60 days after the date of receipt of the notices notice referred to above by the Escrow Agent or Issuer, as applicable, in subsection 5.1 or on such other date as the Escrow Agent and the Issuer are ▇▇▇▇▇▇▇ may agree upon (the “resignation or termination dateResignation Date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days 5.3 Following receipt of the resignation or termination datenotice referred to in subsection 5.1 and before the Resignation Date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇▇ will provide the Escrow Agent with written instructions to deliver any Rescission Funds then held by the Escrow Agent pursuant to this Agreement to a third party, to be held on the terms and conditions of this Agreement or otherwise as ▇▇▇▇▇▇▇ and the Shareholders may agree. If ▇▇▇▇▇▇▇ does not appoint a new Escrow Agent within 50 days of receipt of the notice in subsection 5.1, then ▇▇▇▇▇▇▇ will have the right to designate the registrar and transfer agent for Sierra (if such person is not the Escrow Agent) as the person to replace the Escrow Agent and ▇▇▇▇▇▇▇ shall instruct the Escrow Agent of its designation prior to the Resignation Date. 5.4 If the Escrow Agent does not receive the instructions referred to in subsection 5.3 on or before the Resignation Date, the Escrow Agent will deliver any Rescission Funds then held in escrow under this Agreement to the registrar and transfer agent for Sierra (if such person is not the Escrow Agent) with instructions to hold such documents on the terms and conditions of this Agreement. 5.5 The effect of the delivery of any Rescission Funds then held in escrow to a third party or the registrar and transfer agent of Sierra under subsection 5.3 or 5.4 will be vested with to appoint the same powers, rights, duties third party or the registrar and obligations as if it had been originally named herein transfer agent as Escrow Agent, without any further assurance, conveyance, act Agent under this Agreement and the third party or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services the registrar and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who transfer agent will be entitled to receive, all securities, records or other property on deposit with the predecessor rights of the Escrow Agent under this Agreement, and ▇▇▇▇▇▇▇ will be bound by the appointment and by this Agreement as if the third party or the registrar and transfer agent had originally been appointed as Escrow Agent under this Agreement. 5.6 If, at any time, a dispute arises between any of ▇▇▇▇▇▇▇, the Shareholders and the Escrow Agent as to the proper interpretation of this Agreement, the Escrow Agent will be at liberty to deliver any Rescission Funds then held by it in relation to escrow under this Agreement into court of competent jurisdiction and will thereby be released of all further obligations under this Agreement and ▇▇▇▇▇▇▇ and the predecessor Shareholders will jointly and severally be liable for and will indemnify the Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result for all fees, charges and expenses of the appointment of the successor Escrow Agent, those changes must not be inconsistent Agent charged on a solicitor and own client basis in connection with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securitiesany such dispute.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is reasonably acceptable to the securities regulators having jurisdiction Issuer in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Escrow Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

Resignation of Escrow Agent. (1) 5.1 If the Escrow Agent wishes to resign as escrow agentagent under this Agreement, the Escrow Agent will must give written notice in writing to the IssuerCompany. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) 5.2 The resignation or termination of the Escrow Agent will shall be effective, effective and the Escrow Agent will shall cease to be bound by this Agreement, Agreement on the date that is 60 days after the date of receipt of the notices notice referred to above by the Escrow Agent or Issuer, as applicable, in subsection 5.1 or on such other date as the Escrow Agent and are the Issuer Company may agree upon (the “resignation or termination dateResignation Date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) 5.3 Following receipt of the notice referred to in subsection 5.1 and before the Resignation Date, the Company will provide the Escrow Agent with written instructions to deliver any Purchase Funds then held by the Escrow Agent pursuant to this Agreement to a third party, to be held on the terms and conditions of this Agreement or otherwise as the Company and the Shareholders may agree. If the Issuer has Company does not appointed appoint a successor escrow agent new Escrow Agent within 60 50 days of receipt of the resignation notice in subsection 5.1, then the Company will have the right to designate the registrar and transfer agent for the Company (if such person is not the Escrow Agent) as the person to replace the Escrow Agent and the Company shall instruct the Escrow Agent of its designation prior to the Resignation Date. 5.4 If the Escrow Agent does not receive the instructions referred to in subsection 5.3 on or termination datebefore the Resignation Date, the Escrow Agent will apply, at deliver any Purchase Funds then held in escrow under this Agreement to the Issuer’s expense, registrar and transfer agent for the Company (if such person is not the Escrow Agent) with instructions to hold such documents on the terms and conditions of this Agreement. 5.5 The effect of the delivery of any Purchase Funds then held in escrow to a court third party or the registrar and transfer agent of competent jurisdiction for the appointment of a successor escrow agent, Company under subsection 5.3 or 5.4 will be to appoint the third party or the registrar and transfer agent as Escrow Agent under this Agreement and the duties third party or the registrar and responsibilities transfer agent will be entitled to all the rights of the Escrow Agent under this Agreement, and the Company will cease immediately upon such appointmentbe bound by the appointment and by this Agreement as if the third party or the registrar and transfer agent had originally been appointed as Escrow Agent under this Agreement. (6) On 5.6 If, at any new appointment under this sectiontime, a dispute arises between any of the Company, the successor ▇▇▇▇▇▇ Shareholders and the Escrow Agent as to the proper interpretation of this Agreement, the Escrow Agent will be vested with the same powers, rights, duties at liberty to deliver any Purchase Funds then held by it in escrow under this Agreement into court and will thereby be released of all further obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to under this Agreement and the predecessor Company and the Shareholders will jointly and severally be liable for and will indemnify the Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result for all fees, charges and expenses of the appointment of the successor Escrow Agent, those changes must not be inconsistent Agent charged on a solicitor and own client basis in connection with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securitiesany such dispute.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “"resignation or termination date”"), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securitiesEscrowed Securities.

Resignation of Escrow Agent. (1a) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer. (2b) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3c) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4d) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5e) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6f) On any new appointment under this section, the successor ▇▇▇▇▇▇ Escrow Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7g) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to may resign as escrow agent, and be discharged from the Escrow Agent will give performance of its duties hereunder at any time by giving ten (10) days prior written notice to Purchaser and the Issuer. (2) If Seller Parties specifying a date when such resignation shall take effect. Upon any such notice of resignation, Purchaser and the Issuer wishes to terminate the Seller Parties jointly shall appoint a successor Escrow Agent as escrow agent, the Issuer will give written notice hereunder prior to the Escrow Agent. (3) effective date of such resignation. If Purchaser and the Seller Parties fail to appoint a successor Escrow Agent resigns or is terminatedwithin such time, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than shall have the resignation or termination date by another escrow agent that is acceptable right to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to petition a court of competent jurisdiction for the appointment of to appoint a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, and all costs and expenses (including without any further assurance, conveyance, act or deedlimitation attorneys’ fees) related to such petition shall be paid jointly and severally by Purchaser and the Seller Parties. The predecessor retiring Escrow Agent, upon receipt of payment for any outstanding account for its services Agent shall transmit all records pertaining to Escrow Funds and expenses then unpaid, will transfer, deliver and shall pay over all Escrow Funds to the successor Escrow Agent, who will after making copies of such records as the retiring Escrow Agent deems advisable and after deduction and payment to the retiring Escrow Agent of all fees and expenses (including without limitation court costs and attorneys’ fees) payable to, incurred by, or expected to be entitled to receive, all securities, records or other property on deposit with incurred by the predecessor retiring Escrow Agent in relation to this Agreement connection with the performance of its duties and the predecessor Escrow Agent will thereupon be discharged as exercise of its rights hereunder. After any retiring Escrow Agent. (7) If any changes are made to Part 8 ’s resignation, the provisions of this Agreement shall inure to its benefit as a result of the appointment of the successor to any actions taken or omitted to be taken by it while it was Escrow Agent, those changes must not be inconsistent with the Policy and the terms of Agent under this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securitiesAgreement.

Resignation of Escrow Agent. The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (130) calendar days advance notice in writing of such resignation to each of the Buyer and the Sellers’ Representative specifying the date on which such resignation will take effect. If the Escrow Agent wishes Buyer and the Sellers’ Representative have failed to resign as appoint a successor escrow agentagent prior to the expiration of the thirty (30) calendar days following their receipt of the notice of resignation, the Escrow Agent will give written notice to the Issuer. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a petition any court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief, and any such resulting appointment will be binding upon all of the parties to this Agreement. The Escrow Agent’s sole responsibility after such thirty (30) day notice period expires will be to hold the Escrow Fund (without any obligation to reinvest the same), and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery the Escrow Agent’s obligations under this Agreement will cease and terminate, subject to the duties provisions of Sections 7 and responsibilities 8(a). The Escrow Agent will have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any reasonable out-of-pocket costs and expenses the Escrow Agent reasonably believes may be incurred by the Escrow Agent in connection with the termination of the Escrow Agent will cease immediately upon Agreement. In the event of any such appointment. (6) On any new appointment under this section, withholding by the successor ▇▇▇▇▇▇ Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurancethe Buyer will reimburse the Sellers, conveyancein accordance with their respective Seller Percentages, act or deed. The predecessor Escrow Agentfor 50% of the amount so withheld, upon receipt unless the amount so withheld was withdrawn from an Agreed Amount in which case the Sellers’ Representative, on behalf of payment the Sellers, will reimburse the Buyer for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over amount so withheld from the Agreed Amount in excess of 50% of the total amount due to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter Issuer, acting reasonably, and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will may apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 6 of this Agreement as a result of the appointment of the successor Escrow ▇▇▇▇▇▇ Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securitiesAgreement.

Resignation of Escrow Agent. The Escrow Agent may resign and be discharged from its duties hereunder at any time by giving thirty (130) If calendar days’ prior written notice of such resignation to W&T and BEEOO. Upon such notice, a successor escrow agent shall be appointed by W&T and BEEOO, who shall provide written notice of such to the resigning Escrow Agent. Such successor escrow agent shall become the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than hereunder upon the resignation or termination removal date by another escrow agent that is acceptable specified in such notice. If W&T and BEEOO are unable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 thirty (30) days of the resignation or termination dateafter such notice, the Escrow Agent will applymay, at the Issuer’s expensein its sole discretion, apply to a court of competent jurisdiction for the appointment of a successor escrow agent, agent or for other appropriate relief. The costs and the duties expenses (including its attorneys’ fees and responsibilities of expenses) incurred by the Escrow Agent will cease immediately upon in connection with such appointment. (6) On any new appointment under this sectionproceeding shall be paid jointly by W&T and BEEOO. Upon receipt of the identity of the successor escrow agent, the successor ▇▇▇▇▇▇ Escrow Agent will be vested with shall either deliver the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses Property then unpaid, will transfer, deliver and pay over held hereunder to the successor Escrow Agent, who will be entitled to receive, all securities, records less the Escrow Agent’s costs and expenses or other property on deposit obligations owed to the Escrow Agent to be paid from any interest earned in respect of the Escrow Property, or hold any interest earned in respect of the Escrow Property (or any portion thereof), pending distribution, until all such costs and expenses or other obligations are paid. Upon its resignation and delivery of the Escrow Property as set forth in this Section 7, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the predecessor Escrow Agent in relation to Property or this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow AgentAgreement. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

Resignation of Escrow Agent. (1) If the The Escrow Agent wishes to may resign as escrow agent, the Escrow Agent will give written notice to the Issuer. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will its position and be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the discharged from all further duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment liabilities under this section, the successor Escrow Agreement by giving to ▇▇▇▇▇▇ and Somai at least 10 Business Days’ notice in writing. In the event of the Escrow Agent will be vested with providing notice of resignation, ▇▇▇▇▇▇ and ▇▇▇▇▇ shall forthwith appoint a new Escrow Agent which shall execute, acknowledge and deliver to each of the same powersparties hereto, rightsincluding the retiring Escrow Agent, duties an instrument accepting such appointment and obligations as if it had been originally named herein as thereupon such new Escrow Agent, without any further assuranceact, conveyancedeed, act conveyance or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver shall become vested with all the rights, powers, trusts, duties and pay over to obligations of the successor retiring Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit Agent with the predecessor like effect as if originally named as Escrow Agent in relation this Escrow Agreement. The retiring Escrow Agent shall deliver to this Agreement the new Escrow Agent the Escrowed Funds and such other documents and information relating to the predecessor performance of its duties hereunder which may then be in its possession and which may be requested by the new Escrow Agent. Further, the parties hereto shall execute and deliver such further documents and shall do such other things as may reasonably be required for more fully and certainly vesting and confirming in such new Escrow Agent all such rights, powers, trusts, duties and obligations of the retiring Escrow Agent hereunder. In the event that ▇▇▇▇▇▇ and ▇▇▇▇▇ are unable to agree on a replacement Escrow Agent within the aforesaid notice period, the replacement Escrow Agent will thereupon be discharged as selected by a single arbitrator under the provisions of the Arbitration Act (British Columbia) and this Escrow Agreement will be deemed to be a submission thereto. The Escrow Agent’s resignation will take effect on the date upon which such new Escrow Agent executes an instrument accepting such appointment as provided in this Escrow Agreement. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the IssuerIssuer and the Exchange. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow AgentAgent and the Exchange. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter Exchange and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow ▇▇▇▇▇▇ Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securitiesExchange.

Resignation of Escrow Agent. The Escrow Agent, and any successor Escrow Agent, may resign at any time as Escrow Agent by giving at least (130) If calendar days written notice to NFN and *. Upon such resignation and the appointment of a successor Escrow Agent, the resigning Escrow Agent shall be absolved from any and all liability in connection with the exercise of its powers and duties as Escrow Agent. Upon their receipt of notice of resignation from the Escrow Agent, * and NFN shall use their best efforts jointly to designate a successor Escrow Agent. In the event * and NFN do not agree upon a successor Escrow Agent wishes to resign as escrow agentwithin thirty (30) calendar days after the receipt by * and NFN of such notice, the Escrow Agent will give written notice to the Issuer. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer so resigning may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a petition any court of competent jurisdiction for the appointment of a successor escrow agentEscrow Agent or other appropriate relief, including delivery of any assets to a court in an interpleader action, and any such resulting appointment shall be binding upon all parties to this Agreement. By mutual agreement, * and NFN shall have the duties and responsibilities right at any time upon not less than seven (7) calendar days written notice to terminate their appointment of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the . The Escrow Agent or successor Escrow Agent shall continue to act as Escrow Agent until a successor is appointed and qualified to act as Escrow Agent; provided Escrow Agent shall have the right to interplead the Escrow Deposit as provided in this Agreement, those changes must if * and NFN do not be inconsistent with the Policy and the terms jointly appoint a successor escrow agent within 30 days after Escrow Agent's receipt of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securitiessuch notice.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give 30 days' written notice to the Issuer. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give 30 days' written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”"RESIGNATION OR TERMINATION DATE"), provided that the resignation Resignation or termination date Termination Date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation Resignation or termination dateTermination Date, the Escrow Agent will apply, at the Issuer’s 's expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Agent escrow agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agentescrow agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agentescrow agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agentescrow agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent escrow agent in relation to this Agreement and the predecessor Escrow Agent escrow agent will thereupon be discharged as Escrow Agentescrow agent. (7) If any changes are made to Part 8 Article 6 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securitiesEscrowed Securities.

Resignation of Escrow Agent. (1) If the The Escrow Agent wishes to may resign as escrow agent, from the Escrow Agent will give performance of its duties hereunder at any time by giving 30 days’ prior written notice to the Issuer. (2) If Buyer and the Issuer wishes to terminate Seller or may be removed, with or without cause, by the Escrow Agent as escrow agentBuyer and the Seller, acting jointly, at any time by the Issuer will give giving of ten days’ prior written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the . Such resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree removal shall take effect upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent as provided herein. Upon any such notice of resignation or removal, the Buyer and the Seller, acting jointly, shall appoint a successor escrow agent hereunder. In the event the Buyer and the Seller shall fail to appoint a successor escrow agent within 30 days after the resignation or removal of the Escrow Agent, as contemplated hereby, the Escrow Agent may deposit the Escrow Fund into the registry of a court of competent jurisdiction and shall thereupon be discharged from all further duties as Escrow Agent under this Agreement. Upon the acceptance in writing of any appointment as Escrow Agent hereunder by a successor escrow agent, such successor escrow agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Agent, and the duties and responsibilities of the retiring Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Agent will shall be vested with the same powers, rights, discharged from its duties and obligations as if it had been originally named herein under this Agreement, but shall not be discharged from any liability for actions taken as Escrow Agent, without Agent hereunder prior to such succession. After any further assurance, conveyance, act or deed. The predecessor retiring Escrow Agent’s resignation or removal, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 provisions of this Agreement shall inure to its benefit as a result of to any actions taken or omitted to be taken by it while it was Escrow Agent under this Agreement. The Escrow Agent shall have no duty or obligation to name or seek the appointment of the any successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securitiesagent.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and/or the CSE, as applicable, and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securitiessecurities and/or the CSE, as applicable.

Resignation of Escrow Agent. Any Escrow Agent (1the "Resigning Escrow Agent") If may at any time, upon not less than 30 days' prior written notice (the "Resignation Notice") to Buyer and Holding Companies, resign, and be discharged of all of its duties under this Agreement, such notice to specify the date when such resignation shall occur (the "Resignation Date"). Upon receipt of the Resignation Notice, Buyer and Holding Companies shall confer in good faith and, having due regard to the proposed successor's experience, ability and fees, shall 3. appoint a successor to the Resigning Escrow Agent (a "Successor Escrow Agent") to act as the Escrow Agent wishes hereunder, which Successor Escrow Agent shall be a Financial Institution with offices in the United States of America, and 4. notify the Resigning Escrow Agent of such appointment; provided, however, that if Buyer and Holding Companies shall fail to resign mutually so appoint a Successor Escrow Agent, the Resigning Escrow Agent may petition a Court to appoint a Successor Escrow Agent hereunder. Notwithstanding the Resignation Date set forth by the Resigning Escrow Agent in its Resignation Notice, no such resignation shall become effective until a Successor Escrow Agent shall have delivered to each of the Resigning Escrow Agent, Buyer and Holding Companies a copy of the instrument under which it was appointed and an executed counterpart of an instrument accepting its appointment and assuming all of the Resigning Escrow Agent's obligations as escrow agent, the Escrow Agent will give written notice hereunder, except for obligations attributable to acts or omissions of the Issuer. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Resigning Escrow Agent. . On the first Business Day next following the later to occur of (3A) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter Resignation Date and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4B) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt delivery to the Resigning Escrow Agent, Buyer and Holding Companies of the notices instruments referred to above in the next preceding sentence, the Resigning Escrow Agent shall deliver to the Successor Escrow Agent all assets then held by the Resigning Escrow Agent in the Escrow Account, its records of all payments theretofore made to and from the Escrow Account (or copies of such records), copies of all Claim Notices, Objection Notices and other written notices given or received by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation pursuant to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agentall transmittal letters and other documents received or held by it under this Agreement. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “"resignation or termination date”"), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Escrow Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

Resignation of Escrow Agent. (1a) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer. (2b) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3c) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the SecurityholdersSecurityholder. (4d) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “"resignation or termination date”"), provided that the resignation or termination date will not be less than 10 business days before a release date. (5e) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s 's expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6f) On any new appointment under this section, the successor ▇▇▇▇▇▇ Escrow Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7g) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminatedresigns, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in Tahoe Representative and the matter Issuer and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (43) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date Legal*7930893.11 as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days Business Days before a release date. (54) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will or the Tahoe Representative may apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (65) On any new appointment under this section, the successor ▇▇▇▇▇▇ Escrow Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (76) If any changes are made to Part 8 PART 5 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with in any manner adversely affect the Policy and rights of the terms of this Agreement Securityholders hereunder and the Issuer will send to this Agreement will file each Securityholder a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securitieswithin three Business Days of such changes.

Resignation of Escrow Agent. (1) If the The Escrow Agent wishes may resign and be discharged from its duties or obligations hereunder by giving notice in writing of such resignation to resign as escrow agent, the Escrow Agent will give written notice to the Issuer. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the Buyers and Seller specifying a date when such resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and that has accepted such appointmentshall take effect, which appointment will date shall be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the a date that is not less than 60 days after the date of receipt the notice in writing of such resignation. In the notices referred to above by the event of such resignation, a successor Escrow Agent or Issuershall be agreed upon between Seller and Buyers and shall be a bank, as applicablethe main office of which is in New York, or on such other date as the Escrow Agent New York, having trust powers. If Seller and the Issuer may Buyers are unable to agree upon (the “resignation or termination date”)an acceptable Escrow Agent, provided that the resignation or termination date will not then application shall be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, made to a court of competent jurisdiction of the State of New York for the appointment of a such successor. The Escrow Agent’s resignation shall not be effective until such appointment is made, the Escrowed Funds and securities held in escrow hereunder are delivered to the successor, the successor’s acceptance of this Escrow Agreement and receipt for the Escrowed Funds and such securities are obtained from the successor escrow agentEscrow Agent and copies thereof are sent by registered mail to Seller and Buyers. If, and upon the duties and responsibilities of date on which the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this sectionhas specified that its resignation is to take effect, the successor ▇▇▇▇▇▇ Escrow Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt has not received a designation of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the a successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. ’s sole responsibility after that time shall be to keep the Escrowed Funds invested in 90-day United States Treasury Bills until receipt of (7i) If any changes are made to Part 8 a designation of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with (ii) a joint written disposition instruction by Seller and Buyers or (iii) a final order of a court of competent jurisdiction accompanied by a legal opinion by counsel for the Policy presenting party to the effect that such order is final and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securitiesunappealable.

Resignation of Escrow Agent. (1) 7.1 If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer. (2) 7.2 If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) 7.3 If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) 7.4 The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) 7.5 If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) 7.6 On any new appointment under this section, the successor ▇▇▇▇▇▇ Escrow Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) 7.7 If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

Resignation of Escrow Agent. The Escrow Agent may resign and be discharged from its duties hereunder at any time by giving thirty (130) If calendar days’ prior written notice of such resignation to Parent and Buyer. Parent and Buyer may jointly remove the Escrow Agent wishes to resign as or any successor escrow agent, the Escrow Agent will give written notice to the Issuer. agent at any time by giving thirty (230) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give calendar days’ prior written notice to the Escrow Agent or successor escrow agent, as the case may be. Upon such notice, a successor escrow agent shall be appointed by Parent and Buyer, who shall provide written notice of such to the resigning Escrow Agent. (3) If . Such successor escrow agent shall become the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than escrow agent hereunder upon the resignation or termination removal date by another escrow agent that is acceptable specified in such notice. If Parent and Buyer are unable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 thirty (30) days of after a decision to remove the Escrow Agent or a resignation or termination dateby the Escrow Agent, the Escrow Agent will apply, at the Issuer’s expense, may apply to a court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief. The customary costs and expenses (including its attorneys’ fees and expenses) incurred by the Escrow Agent in connection with such proceeding shall be paid equally by Parent and Buyer. Upon receipt of the identity of the successor escrow agent, the Escrow Agent shall either deliver the Escrow Property then held hereunder to the successor escrow agent, less the Escrow Agent’s fees, costs and expenses or other obligations owed to the duties and responsibilities Escrow Agent to be paid from any interest earned in respect of the Escrow Agent will cease immediately upon Property, or hold any interest earned in respect of the Escrow Property (or any portion thereof), pending distribution, until all such appointment. (6) On any new appointment under fees, costs and expenses or other obligations are paid. Upon its resignation and delivery of the Escrow Property as set forth in this sectionSection 7, the successor ▇▇▇▇▇▇ Escrow Agent will shall be vested discharged of and from any and all further obligations arising in connection with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act Property or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement other than with respect to Sections 8 and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 9 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securitiesAgreement.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes may resign and be discharged from its duties hereunder at any time by giving written notice thirty (30) calendar days prior to resign such resignation to MSO and Representative as escrow agent, the provided in this Section. MSO and Representative may remove Escrow Agent will give at any time by giving written notice signed by an Authorized Person from each Party at least (30) calendar days prior to such removal to Escrow Agent. Together with or following such notice, a successor Escrow Agent shall be appointed by MSO and Representative, who shall provide written notice of such to the Issuer. (2) If the Issuer wishes to terminate the resigning Escrow Agent. Such successor Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) If the shall become Escrow Agent resigns or is terminatedhereunder, the Issuer will and all Escrow Property shall be responsible for ensuring that the Escrow Agent is replaced not later than transferred to it upon the resignation or termination removal date by another escrow agent that specified in such notice. If Representative is acceptable unwilling to the securities regulators having jurisdiction appoint a successor Escrow Agent from a nationally recognized banking institution within thirty (30) days after such notice, Escrow Agent may, in the matter and that has accepted such appointmentits sole discretion, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of deliver the Escrow Agent will be effective, and the Escrow Agent will cease Property to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, MSO at the Issuer’s expense, to a address provided herein or may petition any court of competent jurisdiction for the appointment of a successor escrow agent, Escrow Agent or for other appropriate relief. The costs and expenses (including but not limited to its attorney fees and expenses) incurred by Escrow Agent in connection with such proceeding shall be paid by MSO. On the duties resignation/removal date in accordance with customary arrangements and responsibilities receipt of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, identity of the successor ▇▇▇▇▇▇ Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses Agent shall either deliver and/or disburse the Escrow Property then unpaid, will transfer, deliver and pay over held hereunder to the successor Escrow Agent, who will be entitled to receiveless Escrow Agent’s fees, all securities, records costs and expenses or other property on deposit obligations owed to Escrow Agent. Upon its resignation and delivery and/or disbursement of the Escrow Property in its entirety as set forth in this Section 7, Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the predecessor Escrow Agent in relation to Property or this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow AgentAgreement. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expenseIssueexpren’ses, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the IssuerIssuer and the Exchange. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow AgentAgent and the Exchange. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter Exchange and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “"resignation or termination date”"), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s 's expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Escrow Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 9 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

Resignation of Escrow Agent. (1) . If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer. (2) . If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) . If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) . The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “"resignation or termination date”"), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) . If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s 's expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) . On any new appointment under this section, the successor ▇▇▇▇▇▇ Escrow Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) . If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the IssuerIssuer and the Exchange. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow AgentAgent and the Exchange. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter Exchange and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Escrow Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file fie a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.Exchange. (as at June 14, 2010)

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the IssuerIssuer and the Exchange. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow AgentAgent and the Exchange. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter Exchange and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “"resignation or termination date”"), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s 's expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇E▇▇▇▇▇ Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow E▇▇▇▇▇ Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securitiesExchange.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination ;ƚŚĞ ͞ƌĞƐŝŐŶĂƚŝŽŶ Žƌ ƚĞƌŵŝŶĂƚŝŽŶ ĚĂƚĞ͟Ϳ͕ Ɖ date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to ƌĞƐŝŐŶĂƚŝŽŶ Žƌ ƚĞƌŵŝŶĂƚŝŽŶ ĚĂƚĞ͕ ƚŚĞ ƐĐƌŽ a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter Exchange and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “"resignation or termination date”"), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Escrow Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new revised Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securitiesExchange.

Resignation of Escrow Agent. (1) 5.1 If the Escrow Agent wishes to resign as escrow agentagent under this Agreement, the Escrow Agent will must give written notice in writing to the IssuerSatchwell. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) 5.2 The resignation or termination of the Escrow Agent will shall be effective, effective and the Escrow Agent will shall cease to be bound by this Agreement, Agreement on the date that is 60 days after the date of receipt of the notices notice referred to above by the Escrow Agent or Issuer, as applicable, in subsection 5.1 or on such other date as the Escrow Agent and the Issuer are Satchwell may agree upon (the “resignation or termination dateResignation Date”), provided that the resignation or termination date will not be less than 10 business days before a release date. 5.3 Following receipt of the notice referred to in subsection 5.1 and before the Resignation Date, Satchwell will provide the Escrow Agent with written instructions to deliver any Rescission Funds then held by the Escrow Agent pursuant to this Agreement to a third party, to be held on the terms and conditions of this Agreement or otherwise as Satchwell and the Shareholders may agree. If Satchwell does not appoint a new Escrow Agent within 50 days of receipt of the notice in subsection 5.1, then Satchwell will have the right to designate the registrar and transfer agent for Theron (5if such person is not the Escrow Agent) as the person to replace the Escrow Agent and Satchwell shall instruct the Escrow Agent of its designation prior to the Resignation Date. 5.4 If the Issuer has Escrow Agent does not appointed a successor escrow agent within 60 days of receive the resignation instructions referred to in subsection 5.3 on or termination datebefore the Resignation Date, the Escrow Agent will applydeliver any Rescission Funds then held in escrow under this Agreement to the registrar and transfer agent for Theron (if such person is not the Escrow Agent) with instructions to hold such documents on the terms and conditions of this Agreement. 5.5 The effect of the delivery of any Rescission Funds then held in escrow to a third party or the registrar and transfer agent of Theron under subsection 5.3 or 5.4 will be to appoint the third party or the registrar and transfer agent as Escrow Agent under this Agreement and the third party or the registrar and transfer agent will be entitled to all the rights of the Escrow Agent under this Agreement, and Satchwell will be bound by the appointment and by this Agreement as if the third party or the registrar and transfer agent had originally been appointed as Escrow Agent under this Agreement. 5.6 If, at any time, a dispute arises between any of Satchwell, the Issuer’s expenseShareholders and the Escrow Agent as to the proper interpretation of this Agreement, the Escrow Agent will be at liberty to a deliver any Rescission Funds then held by it in escrow under this Agreement into court of competent jurisdiction for the appointment and will thereby be released of a successor escrow agent, all further obligations under this Agreement and Satchwell and the duties Shareholders will jointly and responsibilities severally be liable for and will indemnify the Escrow Agent for all fees, charges and expenses of the Escrow Agent will cease immediately upon charged on a solicitor and own client basis in connection with any such appointmentdispute. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter TSX and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, effective and the Escrow Agent will cease to be bound by this Agreement, Agreement on the date that is 60 sixty (60) days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 ten (10) business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 sixty (60) days of the resignation or termination date, the Escrow Agent will may apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, agent and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Escrow Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 7 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securitiesTSX.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the IssuerIssuer and the Exchange. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow AgentAgent and the Exchange. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter Exchange and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of wil competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

Resignation of Escrow Agent. ‌ (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter Exchange and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Escrow Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new revised Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securitiesExchange.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “"resignation or termination date”"), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s 's expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Escrow Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein therein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 7 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the IssuerIssuer and the Exchange. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow AgentAgent and the Exchange. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter Exchange and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “"resignation or termination date”"), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s 's expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Escrow Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the -------------------------------------------------------------------------------- FORM 5D ESCROW AGREEMENT PAGE 12 (AS AT AUGUST 2002) Issuer to this Agreement will file fie a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securitiesExchange.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If if the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Escrow Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effectiveeffecti ve, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor predecess or Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securitiesEscrow Securities.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter Exchange and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Escrow Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new revised Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securitiesExchange.

Resignation of Escrow Agent. 7.1 Resignation of Escrow Agent (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will may apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Escrow Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the IssuerIssuer and the Exchange. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow AgentAgent and the Exchange. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter Exchange and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “"resignation or termination date”"), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s 's expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Escrow Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file fie a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.Exchange. -------------------------------------------------------------------------------- FORM 5D ESCROW AGREEMENT PAGE 14 (AS AT AUGUST 2002)

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

Resignation of Escrow Agent. Any Escrow Agent (1the "Resigning Escrow Agent") If may at any time, upon not less than 30 days' prior written notice (the "Resignation Notice") to Parent and the Stockholders' Representatives, resign, and be discharged of all of its duties under this Agreement, such notice to specify the date when such resignation shall occur (the "Resignation Date"). Upon receipt of the Resignation Notice, Parent and the Stockholders' Representatives shall confer in good faith and, having due regard to the proposed successor's experience, ability and fees, shall (a) appoint a successor to the Resigning Escrow Agent (a "Successor Escrow Agent") to act as the Escrow Agent wishes hereunder, which Successor Escrow Agent shall be a financial institution with offices in the United States of America, and (b) notify the Resigning Escrow Agent of such appointment; provided, however, that if Parent and the Stockholders' Representatives shall fail to resign mutually so appoint a Successor Escrow Agent, the Resigning Escrow Agent may petition a court to appoint a Successor Escrow Agent hereunder. Notwithstanding the Resignation Date set forth by the Resigning Escrow Agent in its Resignation Notice, no such resignation shall become effective until a Successor Escrow Agent shall have delivered to each of the Resigning Escrow Agent, Parent and the Stockholders' Representatives a copy of the instrument under which it was appointed and an executed counterpart of an instrument accepting its appointment and assuming all of the Resigning Escrow Agent's obligations as escrow agent, the Escrow Agent will give written notice hereunder, except for obligations attributable to acts or omissions of the Issuer. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Resigning Escrow Agent. . On the first business day next following the later to occur of (3A) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter Resignation Date and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4B) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt delivery to the Resigning Escrow Agent, Parent and the Stockholders' Representatives of the notices instruments referred to above in the next preceding sentence, the Resigning Escrow Agent shall deliver to the Successor Escrow Agent all Escrowed Shares, its records of all payments and distributions theretofore made from the Escrow Shares (or copies of such records), copies of all written notices given or received by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation pursuant to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agentall transmittal letters and other documents received or held by it under this Agreement. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

Resignation of Escrow Agent. (1) If the The Escrow Agent wishes to may resign as escrow agent, from the Escrow Agent will give performance of its duties hereunder at any time by giving thirty (30) days’ prior written notice to ▇▇▇▇▇ and Seller or may be removed, with or without cause, by ▇▇▇▇▇ and ▇▇▇▇▇▇, acting jointly, at any time by the Issuer. giving of ten (210) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give days’ prior written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the . Such resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree removal shall take effect upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agentagent as provided herein. Upon any such notice of resignation or removal, ▇▇▇▇▇ and Seller, acting jointly, shall appoint a successor escrow agent hereunder, which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of unless otherwise agreed by ▇▇▇▇▇ and Seller. In the duties event Buyer and responsibilities Seller shall fail to appoint a successor Escrow Agent within sixty (60) days after the resignation or removal of the Escrow Agent, as contemplated hereby, the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment may deposit the Escrow Fund into the registry of a court of competent jurisdiction and shall thereupon be discharged from all further duties as Escrow Agent under this section, Agreement. Upon the successor acceptance in writing of any appointment as ▇▇▇▇▇▇ Agent will be hereunder by a successor escrow agent, such successor escrow agent shall thereupon succeed to and become vested with all the same rights, powers, rightsprivileges and duties of the retiring Escrow Agent, and the retiring Escrow Agent shall be discharged from its duties and obligations as if it had been originally named herein under this Escrow Agreement, but shall not be discharged from any liability for actions taken as Escrow Agent hereunder prior to such succession. After any retiring ▇▇▇▇▇▇ Agent’s resignation or removal, without the provisions of this Escrow Agreement shall inure to its benefit as to any further assurance, conveyance, act actions taken or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over omitted to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor taken by it while it was Escrow Agent in relation to under this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow AgentAgreement. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the IssuerIssuer and the Exchange. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow AgentAgent and the Exchange. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter Exchange and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “"resignation or termination date”"), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s 's expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 9 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

Resignation of Escrow Agent. (1) If the The Escrow Agent, or any successor, may resign as Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give hereunder by giving 30 days' written notice thereof to the Issuer. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give Stockholders and Parent by registered or certified mail. Such resignation shall become effective following such written notice to upon the Escrow Agent. (3) If earlier of the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date appointment by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer Parent and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment Stockholders of a successor escrow agent, jointly designated by the other parties hereto in writing, that accepts the appointment and agrees to be bound by the provisions of an agreement substantially similar to this Escrow Agreement or the expiration of 30 days thereafter. Upon the effectiveness of such resignation, all duties and responsibilities hereunder of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ so resigning shall cease. If at that time Escrow Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt has not received a designation of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the a successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made 's sole responsibility after that time shall be to Part 8 retain and safeguard the Escrow Fund until receipt of this Agreement as a result designation of successor Escrow Agent, a joint written disposition instruction by the other parties hereto or a final non-appealable order of a court of competent jurisdiction. The Stockholders and Parent shall have the right to terminate the appointment of the successor Escrow Agent hereunder by giving written notice thereof to the Escrow Agent, those changes must not specifying the date upon which such termination shall take effect. A condition precedent to such termination shall be inconsistent with the Policy designation of a successor escrow agent, selected by Parent and the terms Stockholders, that has accepted the appointment. In the event of this Agreement such termination, the Escrow Agent shall deliver to such successor escrow agent the Escrow Fund, and any other sums and the Issuer to records and instruments held by it under this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securitiesEscrow Agreement.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter TSX and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Escrow Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securitiesTSX.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the IssuerIssuer and the Exchange. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow AgentAgent and the Exchange. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter Exchange and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “"resignation or termination date”"), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s 's expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent.. (as at June 14, 2010) (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow ▇▇▇▇▇▇ Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file fie a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securitiesExchange.

Resignation of Escrow Agent. (1) If the The Escrow Agent wishes to may resign as escrow agent, from the Escrow Agent will give performance of its duties hereunder at any time by giving thirty (30) days’ prior written notice to Buyer and the Issuer. Stockholder Representative or may be removed, with or without cause, by Buyer and the Stockholder Representative, acting jointly, at any time by the giving of ten (210) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give days’ prior written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the . Such resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree removal shall take effect upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent as provided herein. Upon any such notice of resignation or removal, Buyer and the Stockholder Representative, acting jointly, shall appoint a successor escrow agent hereunder, which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $100,000,000, unless otherwise agreed by Buyer and the Stockholder Representative. In the event Buyer and the Stockholder Representative shall fail to appoint a successor Escrow Agent within 60 days after the resignation or removal of the Escrow Agent, as contemplated hereby, the Escrow Agent may deposit the Escrow Fund into the registry of a court of competent jurisdiction and shall thereupon be discharged from all further duties as Escrow Agent under this Agreement. Upon the acceptance in writing of any appointment as Escrow Agent hereunder by a successor escrow agent, such successor escrow agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Escrow Agent, and the duties and responsibilities of the retiring Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Agent will shall be vested with the same powers, rights, discharged from its duties and obligations as if it had been originally named herein under this Escrow Agreement, but shall not be discharged from any liability for actions taken as Escrow Agent, without Agent hereunder prior to such succession. After any further assurance, conveyance, act or deed. The predecessor retiring Escrow Agent’s resignation or removal, upon receipt the provisions of payment for this Escrow Agreement shall inure to its benefit as to any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over actions taken or omitted to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor taken by it while it was Escrow Agent in relation to under this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow AgentAgreement. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

Resignation of Escrow Agent. The Escrow Agent may resign and be discharged from its duties hereunder at any time by giving thirty (130) If calendar days’ prior written notice of such resignation to the Plan Sponsor and the ASARCO Committee. The Plan Sponsor may remove the Escrow Agent wishes at any time by giving thirty (30) calendar days’ prior written notice to resign as the Escrow Agent and the ASARCO Committee. Upon such notice, a successor escrow agent shall be appointed by the Plan Sponsor who shall provide written notice of such appointment to the resigning Escrow Agent and the ASARCO Committee. Such successor escrow agent shall be a nationally recognized commercial bank, and shall become the escrow agent hereunder or under a further escrow agreement (the “New Escrow Agreement”), that (i) is mutually satisfactory to the Plan Sponsor and such successor escrow agent upon the resignation or removal date specified in such notice and (ii) does not alter the terms of this Escrow Agreement in a manner that would effect a material adverse change to the rights of the ASARCO Committee under this Escrow Agreement or the amount of the SCC Stock or the Segregated Shares deposited in the Escrow Agreement. Upon receipt of the identity of the successor escrow agent, the Escrow Agent will give written notice shall deliver the Proceeds, together with all interest and gains thereon, then held hereunder to the Issuer. (2) If the Issuer wishes to terminate the successor Escrow Agent as escrow agent, promptly as practicable after the Issuer will give written notice to Plan Sponsor has paid in full all of the Escrow Agent. (3) If the Escrow Agent resigns or is terminated’s then unpaid fees, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the costs and expenses. Upon its resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination delivery of the Escrow Agent will be effectiveProceeds, together with all interest and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuergains thereon, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination dateset forth in this Section 9, the Escrow Agent will applyshall be discharged of and from any and all further obligations arising in connection with the Proceeds or this Escrow Agreement. If a successor Escrow Agent has not accepted such appointment by the end of such 30-day period, at the Issuer’s expenseEscrow Agent may, in its sole discretion and after reasonable advance notice to the ASARCO Committee, apply to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will shall be entitled to receivea nationally recognized commercial bank, all securities, records or for other property on deposit with appropriate relief. The costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the predecessor Escrow Agent in relation to this Agreement connection with such proceeding shall be paid by, and be deemed an obligation of, the predecessor Escrow Agent will thereupon be discharged as Escrow AgentPlan Sponsor. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s 's expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “"resignation or termination date”"), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s 's expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound hound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “"resignation or termination date”"), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s 's expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

Resignation of Escrow Agent. (1) If the The Escrow Agent wishes may resign, at any time, and be discharged of the obligations created by this Agreement by executing and delivering to resign as escrow agentthe Company, the Pledgees and the Pledgors written notice of its resignation as Escrow Agent will give written notice hereunder and specifying the date on which such resignation is intended to take effect (which date must be at least thirty (30) days subsequent to the Issuer. (2) If date on which such notice is given). Upon receiving such notice of resignation, the Issuer wishes Company, the Pledgees and the Pledgors shall endeavor to terminate the agree upon a successor Escrow Agent as escrow agentto be appointed by written instrument executed by the Company, the Issuer will give written notice Pledgees and the Pledgors, a copy of which instrument shall be delivered to the Escrow Agent. (3) If the successor Escrow Agent resigns or is terminated(with the additional copies being retained by the Company, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer Pledgees and the Securityholders. (4) Pledgors). The resignation or termination of the Escrow Agent will be effectiveshall become effective only upon the acceptance of appointment by the successor Escrow Agent; provided, and however, that if a successor Escrow Agent has not accepted its appointment within thirty (30) days after notice of resignation or removal has been given, then the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will applymay, at the Issuer’s expenseexpense of the Company, to a tender into the custody of any court of competent jurisdiction for all assets then held by it hereunder and notify the appointment of a successor escrow agentCompany, the Pledgees and the duties Pledgors of such deposit and responsibilities shall thereupon be relieved of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Agent will be vested with the same powers, rights, all further duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deedunder this Agreement. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over Agent shall have no responsibility to the appoint a successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agenthereunder. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

Resignation of Escrow Agent. (1a) If the Escrow Agent wishes may resign upon giving thirty (30) days written notice to Vertex and Finmek. If a dispute arises between Vertex and Finmek under this Escrow Agreement or the Purchase Agreement or if Escrow Agent determines that it may or will have a conflicting interest in respect of acting as Escrow Agent hereunder, Escrow Agent may resign immediately, specifying the date such resignation is to take effect. Notwithstanding the foregoing, no such resignation shall be effective until a successor escrow agent has acknowledged its appointment as escrow agentsuch as provided in paragraph 5(c) below. Upon the effective date of such resignation, the Escrow Agent will give written notice shall deliver the property held subject to the Issuerterms of this Escrow Agreement by it to such successor escrow agent. (2b) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 shall not have acknowledged its appointment as such as provided in paragraph 5(c) below prior to the expiration of thirty (30) calendar days from the date of a notice of resignation, because the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, parties hereto are unable to a court of competent jurisdiction for the appointment of agree on a successor escrow agent, and the duties and responsibilities of or for any other reason, the Escrow Agent will cease immediately may select a successor escrow agent and any resulting appointment shall be binding upon such appointmentall of the parties to this Escrow Agreement. (6c) On any new appointment under this section, the Upon written acknowledgement by a successor ▇▇▇▇▇▇ Agent will be vested escrow agent appointed in accordance with the same powers, rights, duties foregoing provisions of this clause 5 of its agreement to serve as escrow agent hereunder and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon the receipt of payment for any outstanding account for its services and expenses the property then unpaid, will transfer, deliver and pay over held pursuant to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement Escrow Agreement, the Escrow Agent shall be fully released and relieved of all duties, responsibilities and obligations under this Escrow Agreement, and such successor escrow agent shall for all purposes hereof be the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securitiesEscrow Agent hereunder.

Resignation of Escrow Agent. (1a) Unless this Agreement is terminated earlier in accordance with the terms of this Agreement, the initial term of this Agreement will be from April 29, 2011 to May 31, 2011. The Escrow Agent may resign and be discharged from its duties or obligations under this Agreement at any time by giving ten Banking Days notice in writing of such resignation to the Grantor and the Trustee. (b) the Grantor, through its Authorized Signatories, will within five Banking Days of receipt of the Escrow Agent’s resignation notice, nominate and inform the Escrow Agent in writing of a replacement escrow agent (together with details of the account to which the Escrow Property will be transferred), any such replacement escrow agent to be reasonably satisfactory to the Trustee. If the Escrow Agent wishes to resign as escrow agentdoes not receive any nomination notice within such period, the Escrow Agent will give written notice nominate another bank or financial institution of reasonable repute and any such nomination and resulting appointment of a replacement escrow agent will be binding upon the Parties. The Parties will forthwith take all necessary steps to novate this Agreement to the Issuerreplacement escrow agent or the Grantor and the Trustee will enter into another escrow agreement with such replacement agent and discharge the Escrow Agent from its obligations under this Agreement. (2c) If the Issuer wishes Grantor and the Trustee have not entered into any replacement escrow agreement or have failed to terminate novate this Agreement by the Escrow Agent as escrow agent, the Issuer will give written notice to expiry of five Banking Days following the Escrow Agent. (3) If the Escrow Agent resigns or is terminated’s resignation notice, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effectiverelieved of its responsibilities and liabilities under this Agreement and shall continue to hold the balance of the Escrow Property until the Grantor and the Trustee, and through their Authorized Signatories, provide to the Escrow Agent will cease details of a bank account for the Escrow Property to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred remitted to. (d) The Grantor will pay to above by the Escrow Agent or Issuerany fee due and owing to the Escrow Agent, as applicableplus any reasonable, or on such other date as documented and out-of-pocket costs and expenses the Escrow Agent and reasonably incurs in connection with the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days transfer of the resignation Escrow Property to the replacement escrow agent. No compensation or termination date, fees paid to the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Agent hereunder will be vested with refundable notwithstanding the same powersresignation, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records replacement or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result termination of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securitiesAgent for any reason whatsoever.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 7 of this Agreement as a result of the appointment of the successor Escrow ▇▇▇▇▇▇ Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securitiesAgreement.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer. (2) Issuer and the Exchange. If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) Agent and the Exchange. If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter Exchange and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) . The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) . If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) . On any new appointment under this section, the successor ▇▇▇▇▇▇ Escrow Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) . If any changes are made to Part 8 98 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the IssuerIssuer and the Exchange. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow AgentAgent and the Exchange. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter Exchange and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 98 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the IssuerIssuer and the Exchange. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow AgentAgent and the Exchange. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter Exchange and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “"resignation or termination date”"), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s 's expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this section, the successor ▇▇▇▇▇▇ Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow ▇▇▇▇▇▇ Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file fie a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securitiesExchange.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer. (2) Issuer and the Exchange. If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) Agent and the Exchange. If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter Exchange and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) . The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) . If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) . On any new appointment under this section, the successor ▇▇▇▇▇▇ Escrow Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) . If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.

Resignation of Escrow Agent. (1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer. (2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent. (3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced replaced, not later than the resignation or termination date date, by another escrow agent that is acceptable to the securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. (4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “"resignation or termination date”"), provided that the resignation or termination date will not be less than 10 business days before a release date. (5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s 's expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. (6) On any new appointment under this sectionSection, the successor ▇▇▇▇▇▇ Escrow Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement Agreement, and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. (7) If any changes are made to Part 8 7 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement Agreement, and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities.